Darrois Villey Maillot Brochier advises Casino for the creation and Initial Public Offering of its e-commerce hub
The boards of Casino, CBD, Via Varejo and Exito approved on 4th June, 2014 the principal terms for the creation of reference global e-commerce hub and the incorporation of the new entity Cnova (“CNOVA NV”, governed under Dutch law). A registration request was filed in anticipation of a possible listing on the US stock-exchange market.
Cnova is to become a major global player in e-commerce with a turnover of 4.9 billion dollars* (including VAT) in 2013. The company will be active in France, Colombia, Thailand and Vietnam with its Cdiscount websites, and in Brazil with its Extra.com, CasasBahia.com and Pontofrio.com websites operated by Nova Pontocom (a company majority-owned by CBD and Via Varejo). The success of Cnova will be driven by a business model based on a discount concept through attractive prices, a wide range of products and innovative solutions for delivery and payment.
Based on the selected exchange ratios, Cnova will be 46.5% directly owned by Casino (including the interests of its Colombian subsidiary Exito) and 53.5% indirectly owned by CBD, Via Varejo and the founding shareholders of Nova Pontocom.
Cnova will be managed by two Co-CEOs (the current CEOs of Cdiscount and Nova Pontocom), who will also be appointed directors on an alternating basis.
* Financial statements published by the Group in Euro and converted to US dollars based on the exchange parity of 1.38 at 31st December, 2013.
The first board of directors of Cnova will comprise nine members with, in addition of the Co-CEO, three directors nominated by Casino. Among them, Jean-Charles Naouri, Chairman and CEO of the Casino Group, will also be appointed Chairman of the board. Two directors will be appointed by CBD, one by Via Varejo, and two others will be independent directors.
The relationship between Nova Pontocom, CBD and Via Varejo will be preserved, in particular through an amendment to the operating agreement entered into by these companies, in order to maintain trade relations and enhance the sharing of experiences and best practices, and in the long term, through a brand licensing agreement.
At the request of the boards of directors and special committees of the companies involved, fairness opinions were rendered by Santander for Casino, Credit Suisse for CBD, Bank of America Merrill Lynch for Via Varejo and Corredores Asociados for Exito.
The boards of directors of Casino, Via Varejo and CBD also authorized the filling by Cnova of a registration request (Form F-1) with the Securities and Exchange Commission (SEC), in anticipation of a possible listing on the US stock-exchange market, as well as the implementation by the respective companies of operations necessary for carrying out this business alliance.
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